Agmt25 El Camino Real Holding JV LLC, - 920 Shasta

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ATTY/AGR/2025.084/920 SHASTA AFFORDABLE HOUSING LAND DONATION AGREEMENT REV: 10-16-25 VR Exhibit G - 35 [Name of Assignee] [Assignee’s Address] [City] CA, [Zip] Attention: [Insert Name] 7. Subordination. The restrictions imposed under the Restrictive Covenant Agreement and assigned under this Agreement are land use restrictions required to comply with the requirements under the City’s Affordable Housing Ordinance and California Government Code section 65915 and may not be subordinated. The City has no intent or obligation to subordinate the Restrictive Covenant Agreement or this Agreement to any current or future financing or deeds of trust. 8. Indemnification. To the full extent permitted by law, Assignee shall indemnify, defend at their own expense, and hold the City and its elected officials, officers, employees and agents in their official capacity (collectively “City Indemnitees”) harmless against all loss, all risk of loss and all damage (including expense) sustained or incurred because of or by reason of any and all claims, demands, suits, actions, judgments and executions for damages of any and every kind and by whomever and whenever made or obtained, allegedly caused by, arising out of or relating in any manner to Affordable Development, Assignor and Assignee’s performance or non- performance under this Agreement, and shall protect and defend the City Indemnitees, and any of them with respect thereto, except to the extent arising from the gross negligence or willful misconduct of the City Indemnitees. Each Party shall notify the other Party immediately in writing of any claim or damage related to activities performed under this Agreement. The Parties shall cooperate with each other in the investigation and disposition of any claim arising out of the activities under this Agreement, provided that nothing shall require either Party to disclose any documents, records or communications that are protected under the attorney-client privilege or attorney work product privilege. It being further understood by the parties that the Assignee is responsible to indemnify the City and Indemnitees pursuant to Section 6.5 of the Restrictive Covenant Agreement for any liability arising both prior to and from and after the Effective Date. 9. Further Acts. Each of the parties, upon the request of any other, agrees to perform such further acts and to execute and deliver such other documents as are reasonably necessary to carry out the provisions of this Agreement. 10. Attorneys’ Fees. In the event of any litigation arising out of the subject matter of this Agreement, the prevailing party shall be entitled to reasonable attorneys’ fees and costs. 11. Inurement. This Agreement shall inure to the benefit of Assignor and Assignee, and their respective successors, assigns, loan participants, parent corporations, subsidiaries, affiliates, and successors-in-interest. 12. Governing Law and Venue. This Agreement shall be governed by and construed in accordance with the laws of the State of California. In the event any legal action is commenced to interpret or to enforce the terms of this Agreement or to collect damages as a result of any breach thereof, the venue for such action shall be the Superior Court of the County of San Mateo.